Red And Blue
by Blackthorn14
Summary: After meeting Spiderman on a rooftop, Captain America find out that not only is he a she, but also about her tragic past. Wanting to help the lost young girl, Steve becomes her guardian, but raising a teenager might be more complicated then he imagined. Especially when said teenager comes home covered in paint. Fem!Spiderman, Stony, Superfamily/Domestic Avengers
1. Chapter 1

"Umm...Shut uuuup" Penny Parker said, turning over and hitting the snooze on her alarm clock. Pulling her covers over her head, Penny thought about how it was criminal to make teenagers wake up so early for school. Why couldn't the school day start at ten, or twelve even? She was sure even Mr Jackson's classes wouldn't put everyone to sleep if they didn't have to get in till twelve. The alarm clock began beeping again, causing Penny to sit up and grab it, annoyed.

"Eugh is this stupid thing broken, no way that was 5 minuets" Penny said, looking down at her clock. 8.35 the digital screen showed, making Penny's stomach sink.

"Oh no no no!" Penny said jumping out of bed. "Stupid clock, why didn't it tell me it was so late."

Grabbing a creased shirt off the floor and pulling on yesterday's jeans, Penny grabbed her back pack and sprinted out of her room.

"Good Morning!" Steven said happily as Penny dashed in to the kitchen. "I'm making breakfast, want some?"

"No time." Penny said grabbing an apple from the fruit bowl.

"An apple? Really, is that all you are having?" Steven said disapprovingly. Penny couldn't help but roll her eyes, she wasn't sure if it was because he was from the forties or just the way he was raised, but to Steven breakfast was the most important meal of the day, and the only thing that should be eaten for the most important meal of the day was eggs. It didn't really matter how they were cooked, or if they were eaten alone or with something else (usually bacon), but eggs were always eaten for breakfast and only for breakfast. Scrambled eggs for dinner? Madness!

"I'll be fine, I just need to goooo!" Penny said scrambling about. "Where is my other shoe!?"

"Alright, have you got your lunch?" Steve called as Penny searched for her missing piece of footwear.

"I'll buy something—ah here it is! Why was it on the tv?!" Penny said, pulling it on and grabbing her back pack.

"Get something healthy!" Steve said.

"Okaaaaaay!" Penny called back, finally making her way out of Avengers tower. Steve couldn't help but laugh to himself. It was strange how first impressions could be so wrong, He could hardly believe that this flustered girl who ran around like a headless chicken half the time, was the same Spiderman he had once mistaken for a villain.

It was nine months ago that Steve had first met Penny Parker. It was late at night and Steve had been doing paper work all day, he needed to get outside and stretch his legs and what better way to do that then by patrolling the city.

It had been a quiet night, and Steve was about to head home, when he heard a the gun shot. It took Steve only seconds to locate the source of the shot, and a second more to make his way to the near by roof where two men stood.

"Alright, Alright buddy i'm sorry!" A white man with long blond hair said, backing away from a smaller man dressed head to toe in red and blue. "Look, i'll give you the cash I made today. Or the drugs, you can get a nice high off these."

"I don't want either of those." The other man spat, moving closer.

"Look man, you aren't mad about the whole gun thing. It just went off in my hand, I swear! Isn't even my gun, never seen it before!" The blond one said, backing dangerously close to the ledge.

"Shut up! All I need is-"

"What's going on here?" Captain America said, landing on the roof top besides them.

"Oh great! Another one!?" The Blond one said.

"Go away, this isn't your concern." The masked one said, from the voice Steve could tell that this masked person was in fact a girl.

"It is if you are harassing innocent civilians." Captain America replied.

"Innocent?! He is a drug dealer, he tried to shoot me!" The girl replied, gesturing to the gun that was now covered in some kind of white stuff on the floor away from them.

"Hey the gun just went off! I was panicking! He threatened me!" The drug dealer said.

"Did not!" The masked girl said.

"Did too!" The man replied

"Did not! You are lying!" The masked girl replied, stepping forward. The drug dealer to stepped back, but this time he was too close to the edge, and he lost his footing.

"Watch out!" Captain America said, diving forward to grab his hand.

"I got him!" The girl cried, shooting two white rope like things from her wrists. They caught the man mid-air, stopping his fall.

"I think he is ok..." The girl said quietly "I didn't mean for him to fall."

"It is alright, lets just pull him up." Captain America replied, helping her bring the man back up to the roof top.

"He's okay isn't he?" The girl ask, looking at the now unconscious man.

"He's fine, he just fainted." Captain American said, checking the man's pulse.

"Oh good." The girl said, sighing in relief. Kneeling besides the man, she pulled down his sleeve and checked his wrist.

"Damn..." She said annoyed.

"Everything alright?" Captain America asked.

"Fine...You can do what you want with him now..." She replied, moving to go.

"Wait." Captain America said, putting a hand on her shoulder. "Even with that mask on I can tell you aren't very old. Don't you think you should be at home? Your parents must be worried."

"Haven't got any..." The girl replied bitterly.

"Oh...Something to do with him?" Captain America asked, nodding towards the man on the floor.

"You were obviously looking for something, something you didn't find."

The girl was quiet for a moment, as though wondering whether or not to speak, and then began.

"My aunt and uncle...some one broke into our house and shot them..." The girl explained "I..I didn't get a good look at the guy but I know he had a star tattoo on his wrist, and blond hair."

"I see..he killed your family."

"My Uncle...my Aunt is critical in hospital but...it doesn't look good."

"So when you find him, then what?" Captain America asked "Revenge?"

"No! I...I just want to see justice done." The girl cried "I...I could have stopped him. I was out cause I'd had a fight with my Uncle and I saw the guy rob a convenience store, but I didn't do anything to stop him cause the shop owner was rude to me. It was my fault...I need to make it right..." she finished. Even with the mask on, Steve could tell she was crying.

"That wasn't your fault." Steve said gently "And I'm sure your Aunt and Uncle wouldn't want you running around putting yourself in danger."

"I'm fine, I can take care of myself. I'll need to now anyway."

"You don't have anyone?"

"I'm staying with a friend for now, but she has 3 younger brothers. Once Aunt May...I'll probably be put into a care home."

"I see..." Captain American replied. He knew better than most what it was like to be all alone in the world. "You really should head home, I'm sure your friend will be worried if she sees you aren't there."

"..Alright...but I always make sure she is asleep before I sneak out." She replied, shooting out a white line.

"Ha well that's good atleast." Captain America laughed. "Oh before you go, can I have your name?"

"Oh it Pe- um I mean...well the papers are calling me Spiderman."

"'Man?'" Captain America asked.

"Err...yeah I guess since they'd only seen me from a distance they just assumed I was a guy." Spiderman explained, embarrassed.

"Heh well if I speak to any reporters I'll be sure to set them straight." Captain America joked.

"Ha Thanks. I'll see you around." Spider man said, swinging off. Watching her go, Captain America wondered if she would be alight all alone and began to think about how his friends in the Avengers had helped him when he first came to the future. He'd been so alone and so angry at the world in which he'd lost everything. The idea that someone else was feeling that way made him feel sick, and he wondered if there was anything, even if it was tiny, that he could do to help her.

The next day, Steve was still thinking about the girl he'd met the night before. He couldn't help but worry about whether or not she would be alright. He wasn't sure what care homes were like nowadays, but back in the forties they weren't exactly the best places to grow up. He wished he knew more about the girl under the mask, she seemed like a good kid, maybe she could handle it, but how much could you really tell from a five minuet conversation?

"Earth to Capsicle." Tony said, waving his hand in front of his face.

"Hmm? Oh sorry Tony." Steve said, snapping out of his thoughts.

"What's up with you? You've been out of it all day." Tony asked sitting next to him. "Something on your mind?"

"A little. It is just...oh hey! Could you help me look something up on the Shield database?" Steve asked.

Since coming to the future Steve had managed to get the hang of a lot of technology, but computers still alluded him. Maybe it was the fact that no one really had the patients to teach him, Tony having compared their last lesson to trying to teach a blind old lady with alzheimers, or just that whenever Steve needed to do something on a computer, someone else was always around to do it for him (Normally Tony).

"Sure Capsicle, what do you need?" Tony asked, turning to one of the computer screen install on the table.

"Can you look up what information Shield has one someone called Spiderman?" Steve asked, looking over Tony's shoulder.

"Sure thing. So what? This guy give you some trouble?" Tony asked typing what was needed into the computer.

"No, I ran into her last night and-"

"Wait her?"

"Yes the voice was definitely female, and young."

"Um Cap I'm not sure how these things worked in the forties, but in 2013 you tell your boyfriend you are dumping him before asking for help locating a younger model." Tony said, giving Steve a pointed look.

"What? No! I meant young as in too young to be out fighting crime. I'm not sure since she had a mask on, but I'd estimate she was about 14, 15." Cap explained.

"Alright. So why the interest in bug girl?" Tony asked.

"I talked to her last night, she was trying to hunt down the man who shot her aunt and uncle. I'm worried she'll get herself killed."

"Well, Shield doesn't have a lot on her. For one thing they still think she is a he." Tony said, scrolling through the information. "From what they do have it looks like she has super strength, the ability to stick to walls and can shoot out some sort of webbing. So, basically, spider powers. I don't know Cap, looks like she can take care of herself. Think she could cause some trouble?"

"No, she is a nice kid. She is just alone and scared."

"You'd be amazed how fast someone scared can become someone dangerous." A voice from behind them said. The two men turned to see Nick Fury standing in the door way.

"Someone should put a bell on you." Tony said. Fury gave him an unamused look and walked into the room.

"Your friend might be on the right side now, but what happens after she catches the man who murdered her family and finds the pain doesn't go away?" Fury asked. "What happens when she decides the world has taken too much from her and start fighting back?"

"She doesn't seem the type." Steve said.

"They never do." Fury said, typing something into one of the other computers.

"Penelope Parker" He said after a moment.

"What?" Cap asked confused.

"You said that this 'Spiderman' was hunting the person who shot her relatives. According to police files there have been a few shootings in the past couple months, but only one which left a niece behind with no family." Fury explained. "Looks like this Penny Parker is our Spiderman."

"What are you going to do?" Steve asked concerned.

"I'll put her under surveillance for now. But if I see her as a threat."

"She isn't a threat she is a kid." Steve said annoyed.

"IF I see her as a threat she'll be neutralised."

"You'd kill her?!" Steve almost yelled, clenching his fist.

"I didn't realise that Shield was in the business of murdering kids." Tony said glaring.

"We are in the business of keeping the world safe. Would you rather I let innocent people be put in was just a kid once too, and look how much destruction he caused! Kids grow" Fury explained. Tony and Steve shared a look. Fury had a point, as much as Steve didn't want to believe it. Penny was hurt and scared, it wouldn't take much to set her on a bad path. The wrong person, the wrong push and she'd be there.

"Look, chances are we'd be able to remove those spider powers of her and get rid of the threat that way. She can go live a normal life, without being Shields problem." Fury said. Steve glared and wondered if he was also considered one of Shields problems. It was then that an idea struck him.

"What if we made her an ally instead of a problem." Steve asked. "Her powers seem tough enough, and she is brave enough to take on guys with guns."

"Brave or stupid?" Tony commented.

"-if we trained her up she could make a pretty good Avenger."Steve finished, ignoring Tony.

"I thought you were worried about her getting hurt." Fury said.

"I am, which is exactly what will happen if we leave her one her own. Look you said you were only going to take action if she became a threat, so why don't we stop that from happening? She seemed like a good kid, with a little guidance we could stop her heading down a bad path."

"Shield isn't a baby sitting service. We don't have the time to take on lost teenagers." Fury replied.

"Then I'll do it." Steve said, gaining him stares from the two men.

"Wait Steve-" Tony began.

"What? There is plenty of room in Avengers tower." Steve said cutting him off. It was true, even with all the Avengers in attendance the tower had plenty of space for more people, and right now Thor was back is Asgard, Bruce spent so much time in Stark labs that it was just easier to build him a room there, and as for Clint and Natalie, well they'd had enough of Tony's joke every time they slept in the same room and decided to get a apartment together far across town.

"That isn't really the issue." Tony complained. "Do you really want to be responsible for a teenager? All moody and slamming doors? This isn't like the forties Cap, they don't respect their elders any more!"

"Tony, she is all alone, just like I was when I woke up. I know what it feels like." Steve said, looking at his boyfriends.

"Eugh fine! But don't blame when she is storming out and saying she hates you." Tony replied, knowing better than to argue with Steve when he was being 'noble'.

"You are sure about this?" Fury asked.

"Positive" Steve replied, feeling the same sense certainty as he did when volunteered for the Captain America program.

"Alright, I'll set it up." Fury said turning to leave. "And Captain? Good luck. You'll need it."

That night, Captain America went out searching for Spiderman. He looked all over the city and stopped three muggings, two car thefts and a group of drunk men trying to break into a Burger King on the way, but as hard as he looked he couldn't seem to find Spiderman.

"Well it is a School night." He thought to himself "But then again, that didn't stop her last night."

Just as he was about to give up and head home, he heard a scream from a alley way.

"Come on darling, just hand over the bag and no one gets hurt." A white, blonde haired man with an English accent said. In his hand was a large kitchen knife which he waved threateningly.

"Alright...just leave me alone." A young woman with long black hair answered, holding her bag out.

"Ah there's a good girl." The man said, about to snatch the bag when he was kicked in the

face by a girl wearing red and blue.

"Didn't your mother ever teach you to say please." She said, landing on her feet. "Really, manners cost nothing you know."

"What are you supposed to be?" The man said angrily, pushing himself off the ground where he'd landed.

"Well the papers have been calling me Spiderman, but I don't know. I mean the spider part I like but man? Naa too Masculine for me." The girl said, talking as though she was having a normal conversation with someone she met at school, not a man she had just kicked in the head in a dark alley.

"Are you taking the mick?" The man asked, glaring.

"I don't know, I have no idea what a mick is." Spiderman replied. "Is it like a crumpet or something?"

"Eugh you little bitch, i'm gonna-" The thug began, only to have his mouth webbed shut.

"Seriously the mouth on you, I should wash it out with soap. Now to get rid of that!" The girl said, shooting some more web and knocking the knife out of the man's hand. The blond looked at his hand for a second, as though the knife would magically reappear. When it didn't however he choose to take off in a sprint.

"Hey!" Spiderman called.

"You alright?" She said, quickly turning to the woman behind her, who nodded. "Good" Spiderman said, taking off into a run after the man. She needn't have bother though, as the moment she left the alley she saw he had already been apprehended by Captain America.

"Lose something?" He asked, holding up the now unconscious man.

"Um..maybe a little, but I had it under control." Spiderman replied, walking over and checking the man's wrist. No star.

"Not him." Spiderman said sadly. "So, are you stalking me or do I get another lecture?"

"No lecture, I just want to talk to you." Captain America said. "How is your aunt?"

"Getting worse everyday...the doctor said I should prepare myself."

"I'm sorry Penelope..."

"It's-wait, how did you know my name?!"

"Ah, well after out chat yesterday, I might have done a little digging through Shield's files. Only one couple have been shot in the last few month leaving a niece behind. One Penelope Parker." Captain American explained.

"Guess I need to learn to keep my big mouth shut." Spiderman said annoyed at herself. She wasn't even sure why she'd told Captain America those things. She hadn't spoken to anyone else, atleast not really. Gwen, school councillors, they had tried, but the words just didn't come out. Maybe it was because she thought Captain America would understand, or maybe it was the fact that she was wearing a mask, but he was the only one who she'd told the full extent of her guilt.

"Don't worry, no one outside Shield will know and...well. We had been thinking, perhaps you'd like to join the Avengers." Captain America said.

"W-what!? R-really?" Spiderman asked, shocked.

"Well you'll be under my supervision ofcourse, and the training wont be easy." Steve said. "But...Penny I know how hard it is when you think you are all alone, so if you want to, you can come and live in Avengers tower with me. I'll be your guardian from now on."

For a second, Spiderman was quiet and Captain America thought that she might reject his offer, but then she moved forward and took him with a hug.

"I'll come...thank you." she said, holding back tears.

"Alright, just leave the rest to me." Captain America said, smiling.

A week later, everything was sorted. Fury had set things up so that as far as anyone outside of Shield was concerned, Penny had been taken in by an old friend of Ben Parker's, who having heard what happened, wanted to help. This allowed Penny to keep her identity as Spiderman secret, while also protecting her from anyone who might want to attack a 'weak link' in the Avengers group. Clearing it with Gwen had been a different matter, who wasn't happy about her friend moving in with someone she had never mentioned before. However, Penny had managed to convince her it was a better solution then being put into a care home and that, as she would be living with the man and his boyfriend, it was unlikely he was some creepy guy who just wanted a teenage girl around.

And so Penny moved into the Avengers Tower with Steve and Tony, who lost any reservations he had had about the idea of taking in a teenager when he discovered that Penny was a giant science nerd and looked up to Tony in a way he wasn't used to. He couldn't help but enjoy having someone around who was smart enough to keep up a conversation with him but dumb enough for him to impress. As for Steve, he enjoyed having someone around when Tony was busy in his lab, though Tony did borrow Penny whenever he needed 'an extra pair of hands' (See: Wanted to show off), and the two of them got on well together. The other Avengers took a shine to her too, Bruce, like Tony, enjoyed talking to her about science and the three of them could often be seen in the lab together. Clint enjoyed having someone new around to tease and Natasha liked her enough to show Penny where to hit him when she wanted him to shut up. As for Thor, the two of them had only had a brief meeting so far, but the man had shown his normal level of affection to another warrior and almost broke Penny in two with one of his patented bear hugs.

Penny still went out as Spiderman each night, but Steve had set up rules to make sure she was safe, including that she had to train with him or one of the others everyday and could only go out as Spiderman (someone really needed to tell the news media she was a girl) once her homework was done and with a strict twelve o clock curfew. Penny had protested at first, all the best crime happened after 2am, but had eventually agreed on the condition that twelve was also her curfew when it came to hanging out with friends.

All in all Penny had fit into the group fairly easily and it was hard for Steve to believe now that she had only been with them a few months.

Smelling burning, Steve snapped out of his day dreams and pulled his now charcoal eggs off the stove. Sighing, he scraped the ruin food into the bin and grabbed a couple of fresh eggs out of the fridge. Steve really needed to remember that reminiscing was not conducive to the proper cooking of eggs.

_Author's note: Hope you liked the first chapter :) I've got the whole thing already finished so the next update should tomorrow sometime. You know I'm starting to think I have a thing about gender-bending characters XD. I hope you guys don't mind fem!Spidy, but I haven't seen a lot of her around, specially not with superfamily. As them, well I've seen a lot of work that has Tony taking the lead with Peter, and even seen some work where he is Tony's actual son, so I thought I'd write something where Steve is the more involved one._

_(And yes, for those wondering the scrambled eggs thing is a reference to 'The Fault In Out Stars' DFTBA :P) _


	2. Chapter 2

Penny was having a bad day. After her late start, she had gotten to school only to gain several weird looks. Walking down the hall she had wondered what she had done, when Liz Allan helpfully pointed out the problem.

"Oh Penny I love your new top, what is it? Get dressed in the dark chic?" Liz said, while some of her fellow cheerleaders giggled behind her. Penny didn't understand what she meant at first, but then she looked down and realised her shirt was on backwards. Embarrassed, Penny headed straight for the girl's bathroom to change, only for the bell to ring just as she was passing the room of her next class, where her teacher had 'helpfully' herded her inside. The next hour was then spent with her having to put up people sniggering before she could rush out between classes and sort herself out.

Things didn't get much better in the next class, in her rush this morning Penny had forgotten her maths homework, as so was subjected to one of Mr Jacob's lectures on responsibility and the importance of homework.

By the time lunch rolled around, Penny was in no mood to face the cafeteria. Both Gwen and Harry were off school, Gwen with a cold and Harry with his Dad on some business trip, and Penny knew from experience that sitting alone at lunch was the same as painting a target on her back. No, the cafeteria was definitely out, so instead Penny decided to get something out of the vending machine and then head outside to see if she could get any good shots with her camera. Gwen had been bugging her to help out with the year book this year after all.

Buying some crisps and a can of pop, Penny headed outside. She knew Steve would disapprove of her choice of lunch, but after the day she'd been having Penny thought she deserved a little comfort food. However before she could even open her crisp packet, a noise caught her attention.

"Eat eat eat!" A group of students chanted. Curious, Penny pushed though the group to see what was going on. When she got to the front, she spotted what all the excitement was about; Flash Thompson had picked up Andy Gladbach, a boy about half his size who was amongst the nerdiest in school, and was forcing his face into a tray of what looked like potatoes.

"Come on Andy, how you ever gonna get any taller if you don't eat your vegetables." Flash laughed looking up at his adoring crowd.

"Yo Parker!" Flash called, noticing her in the crowd. "Get your camera out, take a picture!"

"Put him down Flash!" Penny said, stepping forward out of the crowd.

"Aww come on Parker, take the picture!" Flash said.

"I said put him down! Eugene!" Penny yelled, causing the crowd to go quiet. Flash's face darkened, unlike a lot of people in the school, Penny had been in the same class of Flash since Elementary school, long before he'd gained his nickname. She knew that Flash hated his name and went to great lengths, mainly threats, to make sure it was never used. Dropping Andy, Flash marched straight over to Penny.

"You're lucky I'm above hitting a chick." Flash growled. "Or I'd send you home crying to your aunt just like when we were kids. Oh wait, she ain't around no more is she?"

Penny shoved him angrily, she just wanted to get the man out of her face but she used a little too much strength and he lost his footing, landing on the ground with a bump. An "ooooo" went around the crowd.

"Oh that's it Parker!" Flash said getting up. "I-"

"What's going on here?!" A voice said from behind the crowd. Penny turned to see Coach Winters dispelling the crowd and not looking very happy.

"This isn't over Parker." Flash said, bumping her shoulder as he walked past.

"Flash I thought I told you not to get distracted by girls, we got a big game next week." Coach Winters said, and Penny knew it was the most scolding he was going to get.

"Hey Coach it aint my fault, Parker there is just obsessed. Trying to let her down easy you know." Flash replied, shooting Penny an arrogant smirk. Penny just glare in response, on the list of people she would date, Flash was somewhere near the bottom beneath Doc Oc and a warthog.

"Sure Flash. Now if you got extra energy that needs burning The Cheerleaders are painting some sign for the pep rally. Go give them a hand and make sure it isn't too girly alright." Coach Winters said.

"Sure thing Coach." Flash said running off. Penny just glared at him and then went to check on Andy.

"Hey, you alright?" She asked, helping up.

"Fine just...just leave me alone." He said, wiping potato out of his hair. Penny couldn't help but feel bad for him, through out her life one bully or another had felt the need to splatter her with food, she knew how it felt.

"Parker." Coach Winters said, walking over. "Don't bother Flash alright, we need his head to be on the game."

"Me?! He started it! Look what he did to Andy!" Penny said, gesturing to the boy who was now cleaning potato off his glasses.

"Oh that is just horseplay. Andy could use the toughening up anyway, can't you Andy?" The Coach said, slapping Andy roughly on the back.

"Um...right." Andy said quietly. "I'm gonna...go.." He added, scurrying off.

"Boys will be boys Parker, you should just leave them too it." The Coach shrugged. "No use worrying that head of yours over it. If you want to be useful then come to game and cheer them on. Show your Wildcat spirit."

Penny clenched her fists. She hated that Flash could get away with anything, just because he was good at throwing a ball through a hoop.

"Yes sir..." Penny said, knowing that any more protest would be pointless. Nodding, the Coach turned and went on his way. Once he was gone, Penny decided she didn't feel much like taking any photos. She ates her crisps and drank her pop and spent the rest of lunch in the quiet of the library.

The rest of the day passed without incident. Penny made an effort to avoid Flash whenever she was in the hall, worried she might snap if she saw that arrogant smirk again. Every so often she heard murmurs about the lunch incident, with rumour spreading that Penny had a crush on either Flash or Andy. This bothered Penny a little, but she knew that Friday gossip almost never made it to Monday, something usual happened at the weekend to replace it. When the final bell rang, Penny almost leapt from her seat. She couldn't wait to get home, change into Spiderman gear and take her frustrations out on the muggers and other low lives of the city. Unfortunately In her rush to leave, Penny didn't notice that one of Flash's friends was keeping a particularly close eye on her and as she pushed the door to get outside, her Spidy-sense activated just in time for her to dodge the red paint can...but not the paint.

For a second, no one did anything, but as Penny turned to the glass door to check out her reflection the laugher began.

"Wow Parker, red suits you!" One of the boys from Penny's year yelled.

"Hey Penny, are you feeling ok? You look a little red!" " A Cheerleader said, holding her phone out obviously recording the whole thing. Penny could feel her eyes welling up, over the years she'd learnt to deal with the nasty remarks and name calling, but being embarrassed in front of a large group of people, that was a lot harder to handle.

"Don't cry! Not in front of them and especially not that jerk!" She thought to herself sternly. Penny moved through the crowd of laughing students, most of them dodging out of her way to avoid getting paint on their clothes. Although she couldn't see him, it didn't take a genius to know who was behind this. It would have been easy for Flash to stash some paint from that sign the cheerleaders were working on, then all he had to do was get someone to tell him when Penny was leaving the school and the job was done. Picking up her pace, Penny ran the rest of the way out of school and down the street, she refused to let Flash see his handy work close up. She hated him. She wanted to go back and put that smug face of his straight through a wall, but she knew she couldn't. Flash wasn't a super villain, he was a jerk, and if Penny really hurt him she'd be no better than the bad guy she fought on a daily basis.

After several weird looks from people in the street, Penny decided she'd had enough of being gawked at and turned into the next ally. Jumping on a litter bin, she pulled herself onto a fire escape and headed to the top of the building. Any other day she would have just climb a wall, but there was paint on her hands and she was worried anyone spotting high red hand prints after seeing a girl covered in paint, would put two and two together.

Once she was on the roof, Penny sat and assessed the damage. Luckily her back pack had been zipped up, so everything inside escaped unharmed, but the same couldn't be said for her clothes. Her top was almost completely covered and her jeans was splattered all over. She wasn't sure how easy it was to get paint out of clothes, but she had a feeling they were completely ruined for good. Running her hands through her short hair, she could feel the paint already starting to dry. She needed to get home and wash her hair as soon as possible, but the idea of going to Avenger tower made her sick. It was times like this that Penny wished she had been given her own floor of the tower to live on, but Steve had thought that would be silly since each floor easily had enough to space to hold the three of them comfortable, especially since he and Tony shared a bedroom. Normally Penny didn't mind this, but the lay out of the tower meant she had to pass through the living room to get to her room, and she couldn't stand the idea of Steve or Tony seeing her like this. An Avenger shouldn't get bullied, they were hero, they got respect. But at school Penny wasn't an Avenger, she wasn't Spiderman, she was just regular old Penny Parker, and Penny Parker got picked on all he time.

Feeling the tears beginning to well up again, Penny stood to leave. She couldn't stay on the rooftop forever, and if she had any chance of getting the paint out of her hair she needed to get home and shower soon. Sighing, Penny thought that maybe she'd get lucky, and Steve and Tony would be out. Maybe she could get in the shower before they saw her and then they wouldn't have to know anything about what had happened. However, the way Penny's day had been going, it was more likely some crisis would strike and the whole Avengers team would be waiting in the living room when she got in.

Jumping across the roof tops, it took Penny about twenty minutes to reach Avengers tower. She thought about changing into the Spiderman costume in her back pack and swinging home, but decided she didn't want to ruin that as well by getting paint on it.

Heading through the secret back entrance, as she always did so not to be spotted by the public, Penny got into the lift and headed up to her floor.

"Javis?" Penny said as the lift began it's ascent.

"Yes Miss Parker?" The disimbodied voice replied.

"Is anyone around today?"

"Just Master Stark and Master Rodgers. Would you like me to inform them you are home?"

"No!" Penny almost screamed.

"Alright Miss Parker." Javis replied. "And, just so you are aware, I belive that nail polish remover can be used to get paint out of clothes, should you need to."

"Oh...thanks Javis." Penny said quietly, not exactly sure how one handles pity from a robot.

As the lift doors opened, Penny thought for a moment she was in the clear, but as she stepped out she heard voices coming from the living room.

"Personally Capsicle, I find that sleep is over rated." Tony said, taking a sip of coffee.

"It has been 2 days, whatever you are working on can wait." Steve scolded.

"Actually no, sleep can wait, iId like to get this done today." Tony said, getting up to return to the lab.

"Tony you- Penny?" Steve said, spotting the girl who was unsuccessfully trying to sneak down the hall.

"Well that is...definitely a fashion statement." Tony said, looking over the paint stained girl.

"What happened?" Steve asked concerned.

"I-" Penny began, but she could feel herself starting to cry again.

"Don't show them how pathetic you are!" A voice in her head scolded. Penny turned and sprinted down the hall, slamming her door behind her. Throwing her bag on the ground, she headed straight into her en-suit and turned on the shower. She didn't bother to take off her clothes, they were already ruined so what would a little water matter? Atleast she could get off the paint that hadn't dried. Letting the water run over her, Penny finally allowed herself to cry properly, in the one place no one could see her.

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"Penny!" Steve called moving to follow the obviously upset girl.

"Steve wait." Tony said, putting a hand on his shoulder. "I'd leave her a while, she'll atleast want to wash that stuff off."

"Yeah..you're right." Steve said sadly. "But what happened? Did you think someone happened as Spiderman?"

"Well unless she was fighting paint man." Tony replied sarcastically. "I think that is unlikely, especially since it is all over her civilian clothes."

"Well what then? Do you think that happened at school?" Steve asked.

"Maybe." Tony replied. "Javis, you have her class lists in your memory, do a scan of social networking sites, see what you can find."

"Already on going sir." Javis replied. "Preliminary scans seems to indicate that Miss Parker was the victim of some sort of prank."

"What?!" Steve said. "Well is she being bullied, has this happened before?!"

"Calm down Cap" Tony said. "Teenages are can be jerks, it is probably just some stupid one time joke that got out of hand."

"Really? But she was so upset.." Steve said sadly. "Maybe I should go talk to her."

"Give her some space for now Cap. She'll talk to us when she is ready."

"Right, yeah okay.."

"Try and take your mind off it. You'll drive yourself crazy and it'll all turn out to be nothing." Tony said, heading back into the lab.

"Yeah you are right...I'll start Dinner." Steve replied heading into the kitchen. Opening the freezer door, Steve pulled out some BBQ chicken wings that he knew were one of Penny's favourite foods. He might not be able to talk to her just yet, but at least he could make something to cheer her up.

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In his lab, Tony sat and worked on a update to the Ironman suit. He'd spent the last two days working on it and, much to Steve's annoyance, had even pulled an all nighter. He was sure he was almost finished with it, but for some reason was finding it hard to concentrate.

"Javis." He said, sitting up in his chair and pushing his work to the side. "Show me all the status updates from people in Penny's school for today."

"Ofcourse sir." Javis replied, bring up another screen filled with different statues. "All privacy settings have been over ridden."

"Good, filter to afternoon. Highlight anything that mention Penny." Tony said. It took Javis only a couple seconds, and soon the tens of statuses decreased to just over a dozen. Tony read through them all quickly, a couple showed sympathy towards the young girl, but most called her a loser or talked about how funny the whole thing was.

"Sir, I believe a Miss Havenwood has just uploaded footage of the event." Javis said, bringing a video up on the screen. The quality wasn't great, obviously filmed on a phone, but it showed the event in full. Tony could hear two girls giggling and then they were shhed as another voice said she was coming, the camera then zoomed in to show Penny opening the door to leave, only for paint to be dropped on her from above. The rest of the footage showed Penny being taunted and laughed at till she ran out of the school, seemingly in tears.

Something in Tony's chest tightened and he played the vidoe again, this time concentrating on the split second the dropper of the pain can was exposed.

"Javis pause video!" Tony ordered. "Enhance image and scan against profile pictures, find out who that is."

"Yes Sir." Javis replied, getting to work.

"You know this is all Steve's fault." Tony said, sitting back in his chair.

"Sir?" Javis replied.

"I told him bringing a teenager into the house was a bad idea, but he didn't listen. And then he doesn't even have the decency to get a stroppy one, that hates us and is always in a mood. I could ignore one like that!" Tony complained. "No he gets a nice one, who like science and looks up to me. So what happens? I start to care and then something like this happens and I obsess instead of working."

"You remember when I used to only care about myself? Life was so much simpler then." Tony added, sitting back in his chair.

"I think back on it fondly sir." Javis replied sarcastically. "I believe I had identified the boy, but may I ask what you plan to do with his identity? I believe the courts would look badly on Ironman engaging him in a fight."

"I'm not sure you could call me blasting him through a wall a fight." Tony replied "Bring him up" He added, gesturing to the screen.

"I took the liberty of scanning his previous updates and private messages, as well as Miss Parker's" Javis said, bringing up Flash Thompson page on the screen. "It seems that this isn't the first incident that has occurred between the two."

"Looks like a meat head." Tony said, taking in the information. There wasn't a lot of detail on what had occurred each time, but Flash had a lot of statuses that talked about how he had "Shown Parker" which would correspond with a message between some girl named Gwen and Penny, and talked about how much of a jerk this Flash was. It made Tony angry to see how to see how long this had been going on, and he wondered to himself why Penny hadn't said anything before.

"There is nothing I can do is there?" Tony said after a moment. He wanted to go and teach this guy a lesson, but flying in as Ironman would only get him arrested, and Tony Stark didn't have much sway over a public school.

"I believe the best course of action is to talk to Miss Parker." Javis replied.

"That isn't exactly my strong suit. Can't I just buy the school and kick that guy out?" Tony asked.

"I believe the parents of the school would object." Javis said.

"Fine." Tony said "Though I think I'll need a stiff drink."

"Perhaps it would be best to leave this to Master Rodgers." Javis replied.

"Good idea." Tony said.

Closing all the screens, Tony picked up his soldering iron and went back to work on his suit.

################################################################################

In her room, Penny lay on her bed with her head buried in her pillow. She'd spent over an hour in the shower and still barely managed to get all the paint out of her hair. As for her clothes, she had washed off the worst of the paint, but they were still horribly stained. She decided she'd have another go at cleaning them tomorrow, but right now all she wanted was for the ground to open and shallow her whole.

"Penny?" Steve said knocking on her door. "Dinner is ready."

"I'm not hungry." Penny replied. She knew that if she left the room Tony and Steve would bombard her with questions, and she wasn't in the mood to face that right now.

"Alright..." Steve said after a moment. "I'll leave a plate by your door, if you get hungry later."

"Thanks Steve." Penny said sticking her face back into her pillow. She listened to Steve's footsteps as he walked down the hall and prayed that some disaster would strike the empty school in the next two days, and she wouldn't have to return there for a long long time.

End Chapter 2

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_Author's notes: Poor Penny, hopefully things will get better for her next chapter. _

_Thanks for reading :P_


	3. Chapter 3

"You were up early." Tony said the next morning, as Steve walked into the kitchen.

"Yeah, couldn't sleep." Steve said pouring himself a glass of water. "Thought I'd go for a run."

"This is really bothering you isn't it?" Tony asked, pouring himself some coffee.

"A little." Steve said "I just don't like the idea of her being picked on, I mean she has already lost her entire family, you'd think the kids at school would give her a break."

"Life is doing it's best to give her the short end of the stick." Tony replied. "But she is a tough kid, I'm sure she can handle it."

"She shouldn't have to handle it!" Steve said sternly "It isn't on the victim to put up with the bully! I just wish I knew what happened so I could help."

"Well I can help you a little on that front." Tony said, sipping his coffee. "I had Javis do a little research. Seems like some Flash Thompson guy has been giving her trouble for a while."

"Flash?"

"Yeah the things people name their kids. Anyway he seems like your average meat headed jock. Top of the pile so thinks he can spit on everyone else, every high school has one."

"And this one is targeting Penny? Maybe I should go have a talk with him." Steve said annoyed.

"Slow down Cap, the last thing we need is Captain America being thrown in jail for knocking out some kid." Tony said, putting a hand on his shoulder. "Look I want to help too, but right now all we can do is talk to Penny. She is obviously embarrassed about all this, that is probably why she didn't say anything before."

"Your right..." Steve said sighing. "I'm going to go see if she is awake." He added, heading down the hall to her room.

"Penny?" Steve said, knocking the door. After a moment, when there wasn't a reply, he pushed the door handle down and opened the door gently.

"Penny?" He whispered, taking a quit scan of the room. The curtains were open and the bed was empty and for a second Steve thought Penny must have gone out as Spiderman, but then heard a noise from the en-suit.

"Eugh stupid stain, come out!" Penny said angrily.

"Penny? Everything okay?" Steve said, walking over.

"Oh yeah...I thought I'd try and get the paint out." Penny said, adding more nail polish remover to the stain. "Javis said this could help."

"I see..." Steve replied "And are you okay?"

"Sure...I mean it was just a little paint. I'm fine." Penny said, looking down at her stained shirt.

"Penny..." Steve said deciding to change tack. "You know, when I was younger, I used to get picked on a lot."

"You?! But, you're...huge!" Penny replied shocked.

"Heh now maybe, but back before I was given the super solider serum I was small, weak, quiet, an easy target all round really." Steve explained. "It was worst when I was a teenager, if Bucky hadn't been around I'd probably have been beat up everyday. It didn't help that I was always stepping in to help other kids who were getting picked on, but I wasn't about to let some big jerk stop me from doing what was right."

"No wonder they picked you for the serum." Penny said smirking.

"Yes well, for a long time I used to wonder what was wrong with me. Why was I always the one getting punched? In the end I realised it wasn't me. Bullies see someone different, weaker, or just on their own, and they torment them. Maybe it's to make themselves feel better, maybe it's just to look good in front of other people, but whatever the reason I shouldn't have been embarrassed and neither should you." Steve continued.

"But...all that happened before you were Captain America." Penny said sadly. "I'm suppose to be a hero...it is pathetic."

"Penny you are anything but pathetic! Spiderman takes on super villains not school yard bullies , if anything it speaks to your character that you didn't knock the guy out." Steve said, putting a hand on her shoulder.

"I was tempted to..." Penny said.

"I would have." Tony said from the doorway. "Sorry to eavesdrop but I didn't want to interrupt the little after school special you had going on."

"Tony." Steve said sternly.

"What? It was sweet. If the Captain America thing doesn't work out your can always find work as a motivational speaker." Tony joked, walking over to them. Penny let out a laugh.

"Ah you are feeling better then." Tony said, ruffling her hair.

"Yeah...thanks." Penny said, more to Steve than Tony.

"Great! Well then, I think we can safely say these are ruined." Tony said, pointing to the stained clothes. "So, shopping."

"Shopping?" Penny asked.

"Shopping. I'll call Pepper and have her pick you up, you can get those replaced and get yourself a new back pack to." Tony said, handing her his credit card.

"Huh? Um thanks Tony, but I'm sure I can get this out." Penny said.

"And I'm sure you can't, so we can either stand here and argue or you can go get some new clothes." Tony replied.

"I find it best not to argue, unless you want to be here all day." Steve whispered.

"Alright...thanks Tony." Penny said.

"Good, don't worry about the money, as long as I don't see you've bought a car with that thing we'll be good." Tony said, turning and leaving the room.

"I really don't have any choice?" Penny asked Steve once Tony was gone.

"No." Steve replied. "He is trying to make it better and he isn't great at talking, so let him at least do this."

"Okay.." Penny replied.

"Great, I'll leave you to get ready. Pepper will probably be here soon." Steve said, leaving the room.

Penny took her ruined clothes out of the sink and threw them in the bin. She didn't exactly feel right about using Tony's money, but she wasn't one to say no to free clothes.

###############################################################################

"Umm...shut uuuup" Penny said, turning over and hitting the snooze on her alarm clock. It was Monday morning and Penny was in even less of a mood to get up than usual.

"Ah, so that is why you are always late." Steve said from the doorway.

"Steve?" Penny asked, sitting up and trying to smooth down her wildly sticking up hair.

"I came to offer you a lift in, and if you get up now you might actually have time for a proper breakfast." Steve said.

"Ah, scrambled eggs?" Penny replied. "Wait, how can you give me a lift? What about not letting people know I live here."

"I'll keep my bike helmet on, no one will know it is me. Now if I were you I'd get up before Tony comes out of his lab and eats your eggs." Steve said, heading down the hall. Yawning, Penny stood and brushed her hair in the mirror, she then pulled on her new clothes, making sure everything was the right way round, and headed down the hall to the kitchen.

"Tony! Those were meant for Penny!" She heard Steve scold as she walked in the kitchen.

"They were unguarded, they are mine now." Tony replied, shovelling more egg into his mouth.

"It's fine, I'll just have some cereal." Penny said, getting a bowl.

"I don't think those sugar covered chocolate flakes can really be considered breakfast." Steve said disapprovingly. Behind him, Tony rolled his eyes and Penny suppressed a laugh.

"They are fine, they've got..vitamin d and stuff." Penny said, looking at the box.

"You know what else has vitamin d? Eggs." Tony joked. Steve shot him a pointed look and the billionaire decided now that the eggs were gone, it was a good time to return to his lab.

After breakfast, Penny put her books into her new bag, double checking to make sure she had all her homework this time, and followed Steve down to the garage.

"Put this on and hold on to me tight." Steve ordered, handing her a helmet. Penny nodded and put the on helmet, hoping it wouldn't mess up her hair.

On Steve's bike, it took only ten minuets to get to school. The ride was exhilarating, Penny could feel the speed much more then when riding in a car and Steve was able to weave through traffic as though it wasn't there, meaning they almost never stopped.

When they arrived at school, Penny dismounted and couldn't help but notice the stares of other students.

"I'll pick you up later." Steve said, not lifting his visor in case someone recognised him.

"Alright." Penny said happily, handing him back the spare helmet.

"Penny!" Harry called, as Steve drove off behind her. "I just heard about what happened, are you ok?"

"I'm fine, don't worry about it." Penny reassured.

"I'm gonna kill Flash..." Harry said angrily.

"Thanks but these clothes are new, I don't want to get them covered in dirt when we have to hide the body." Penny joked, heading inside the school.

"We can just throw it in the river, those rocks in his head should make him sink fast enough." Harry joked back.

"Who are you two murdering now?" a voice said from behind them. The two friends turned to see Gwen Stacy following them inside.

"Hey Gwen, how are you feeling?" Penny asked.

"Fine, it was just a 24 hour thing." Gwen replied. "What about you, did you manage to get the paint out?" Gwen asked, she had rung Penny the moment she'd found out what happened online, and the two had had a long chat about how much of a jerk Flash Thompson is.

"I'm fine, really, it was just a little paint, not the end of the world." Penny said "Anyway I got a nice new bag out of it so..."

"OH MY GOD!" A voice almost screamed. The three turned towards the noise just in time to see three cheerleader run over.

"Is that a Kidson bag?!" Liz Allen said, looking over the bag.

"Um...yeah." Penny replied. The bag was one Pepper had picked out and Penny had fallen in love with. At first Penny had thought she should look for a cheaper one, but Pepper had convinced her Tony really wouldn't mind if she choose one that a little expensive.

"It has got to be a knock off, how could Parker afford a Kidson bag." Amber said, as though Penny wasn't standing there.

"It was a gift from my foster father." Penny said pulling her bag out of their grasp. "Since my other one got ruined."

"Oh, was he the one on the awesome bike?" Tiffany asked, twilling a piece of her hair.

"No, that was the other one." Penny said, smirking. Before the girls could respond, the bell rang and Penny headed to her first class with Gwen.

"Like oh my god, jealous much?" Gwen mocked as they took their seats. Penny just smirked in response, she couldn't help but feel a bit smug. She knew she had cool foster parents, but it was nice to have other people know too.

The day passed quietly after that. As Penny expected, Flash didn't get into any trouble over the paint incident, as 'there wasn't any proof it was actually him'. There were rumours ofcourse, but apparently those didn't count. This annoyed Penny, but there wasn't a lot she could do about it. Atleast she managed to avoid Flash all day, or tried to until...

"I know this is awkward but, we really need a picture of the gym for the year book, and I was suppose to sort it Friday I was ill, and now Jamie is off, and you are the only other person with any talent with a camera..." Gwen begged, half way through the lunch hour. The year book was going to print tomorrow and there was only one picture left take, unfortunately it happened to be of the place where Flash Thompson was currently having basketball practice.

"Gwen it's alright I'll do it. We'll just stay out of his way" Penny said.

"Like that has ever worked before." Harry said stealing Penny's last chip "I'll come with, just in case he tries to cause trouble."

"Ah yes I can see Flash quaking in his boots at the thought of facing the great Harry Osborn." Gwen teased, finishing her own food.

"Damn straight." Harry replied. "Or have you girls forgotten the way to the gun show?" He added, posing theatrically.

"Less guns, more water pistols." Penny laughed, standing and heading towards the gym with Gwen. Harry pouted, but followed behind.

"Lets do this as quickly as possible." Gwen said as they entered the gym.

"Right in and out before -"

"Parker!" Flash called, walking up to them. "Aww you went back to brown, I thought the red hair suited you."

"Get lost Flash." Harry growled, stepping in front of Gwen and Penny.

"You gonna make me Osborn?" Flash said, squaring up to him.

"Harry leave it, he isn't worth the trouble." Penny said, pulling him back.

"Yeah, better do as your little 'gal pals' say, unless you wanna get hurt." Flash scoffed, shoving Harry, causing him to fall into Gwen.

"Flash, just shut the hell up. You are pathetic!" Penny snapped, losing her temper. "The only reason anyone puts up with you is cause you are good at putting an orange ball through a hoop. But you know what? In the real world, not a lot of call for that. So you can carry on with your little 'I'm Flash Thompson and I do what I want' thing, cause in a couple years that show is over and while the three of us will be off at college you'll probably be selling hot dogs out of a truck."

"You! I'm gonaa-" Flash began angrily

"What? What you gonna do hit me? You gonna pour paint over me again? Fine! Cause you know what? That doesn't make anything I just said less true!" Penny said, glaring. "Come on guys, lets go take pictures of the other half of the gym." she added, helping Harry and Gwen to their feet.

The three of them began to walk across the gym, however they didn't get more than 3 steps before Penny's spidey-sense went off and she turned around just in time to catch a basketball before it slammed into her face.

"Opps, butterfingers." Flash said, smirking. For a second, Penny thought about throwing the ball straight back into his face, but then she had a better idea. Turning back the way she was going, Penny jumped and tossed the ball high into the air. It sailed the three quarters of the court from where she was, and landing directly in the net.

"Heh no wonder you like this game." Penny said to an astonished Flash. "It is really easy."

Taking a high five off Harry, Penny took hold of her camera and headed to the other side of the gym.

"So maybe I can't use my Spider powers to punch Flash through a wall." Penny thought to herself "But I can sure use them to shut him up when he is being an ass."

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_Author's note: Well that's it. I hope you enjoyed my little fic, feel free to review if you did. ;P_

_Really I could have probably had this as a long one shot, but I thought it worked better in bite size pieces. I might try and write some more fem!spidey and domestic Avenger, but if I do, it probably wont be part of the red and blue world. I'd like to try writing some where Steve and Tony have had Penny from a younger age and she considers them her parents. However, right now I'm managing to get up a fic every 2-3 years so...we'll see XD_


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